UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 2023
CATERPILLAR INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-768 | | 37-0602744 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S Employer
Identification No.) |
| 5025 N. O’Connor Boulevard | | |
| Suite 100, Irving, Texas | | 75039 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (972) 891-7700
Former name or former address, if changed since last report: N/A
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol (s) | Name of each exchange which
registered |
| Common Stock ($1.00 par value) | CAT | The New York Stock Exchange |
| 5.3% Debentures due September 15, 2035 | CAT35 | The New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 14, 2023, Caterpillar Inc. (the “Company”) held a virtual 2023 Annual Shareholders Meeting (the “Annual Meeting”), whereupon the Company’s shareholders approved the Caterpillar Inc. 2023 Long-Term Incentive Plan (the "Plan"). The Plan was previously approved by the Company’s Board of Directors, subject to shareholder approval, and became effective as of such shareholder approval. A description of the material features of the Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 1, 2023 (the “Proxy Statement”) under the heading “Proposal 5 – Approval of Caterpillar Inc. 2023 Long-Term Incentive Plan,” which is incorporated herein by reference. The description of the Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is included as Appendix A to the Proxy Statement and incorporated by reference as Exhibit 10.1 to this Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Set forth below are the voting results for each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting.
Proposal 1 - Company Proposal - Election of Directors
All nominees for election to the Company’s Board of Directors named in the Proxy Statement were elected, each to a one-year term, with the following vote:
| Director | For | Against | Abstain | Broker Non-Votes |
| Kelly A. Ayotte | 337,153,577 | 26,152,270 | 1,006,370 | 77,106,982 |
| David L. Calhoun | 346,579,592 | 16,528,916 | 1,203,075 | 77,106,982 |
| Daniel M. Dickinson | 338,028,087 | 25,088,162 | 1,195,968 | 77,106,982 |
| James C. Fish, Jr. | 359,142,893 | 3,419,332 | 1,749,992 | 77,106,982 |
| Gerald Johnson | 352,698,931 | 10,450,262 | 1,163,025 | 77,106,982 |
| David W. MacLennan | 352,864,097 | 10,238,729 | 1,209,391 | 77,106,982 |
| Judith F. Marks | 357,546,076 | 4,757,086 | 2,009,055 | 77,106,982 |
| Debra L. Reed-Klages | 351,717,023 | 11,231,803 | 1,363,391 | 77,106,982 |
| Susan C. Schwab | 347,508,232 | 15,859,588 | 944,396 | 77,106,982 |
| D. James Umpleby III | 340,583,197 | 22,564,980 | 1,164,040 | 77,106,982 |
| Rayford Wilkins, Jr. | 351,375,110 | 11,855,308 | 1,081,800 | 77,106,982 |
Proposal 2 - Company Proposal - Ratification of Independent Registered Accounting Firm
The proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023 was approved with the following vote:
| | | | | | | | | |
| For | Against | Abstain |
| 422,584,139 | 17,764,420 | 1,070,640 |
Proposal 3 - Company Proposal - Advisory Vote on Executive Compensation
The proposal requesting that the shareholders of the Company approve executive compensation, on an advisory basis, was approved with the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 337,625,659 | 24,751,142 | 1,935,416 | 77,106,982 |
Proposal 4 - Company Proposal - Advisory Vote on the Frequency of Executive Compensation Votes
The proposal requesting that the shareholders of the Company approve executive compensation, on an advisory basis, every one, two or three years received the following votes:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
| 354,150,471 | 1,253,898 | 7,540,750 | 1,367,098 | 77,106,982 |
Consistent with a majority of votes cast with respect to this proposal and with the recommendation of the Board of Directors, the Company will hold a shareholder advisory vote on executive compensation annually until the next required vote on the frequency of shareholder votes on executive compensation.
Proposal 5 – Company Proposal – Approval of Caterpillar Inc. 2023 Long-Term Incentive Plan
The proposal requesting that the shareholders of the Company approve the Plan was approved with the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 343,730,656 | 18,868,155 | 1,708,848 | 77,106,982 |
Proposal 6 - Shareholder Proposal - Report on Corporate Climate Lobbying in Line with Paris Agreement
The proposal requesting that the Board of Directors issue a report describing if, and how, Company lobbying and policy influence activities align with the goal of the Paris Agreement to limit average global warming was not approved based on the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 102,172,952 | 257,373,570 | 4,765,695 | 77,106,982 |
Proposal 7 - Shareholder Proposal - Lobbying Disclosure
The proposal requesting the Board of Directors annually provide additional disclosure on the Company’s direct and indirect lobbying and grassroots policy and procedures, payments and decision-making processes was not approved based on the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 105,105,356 | 254,563,554 | 4,643,307 | 77,106,982 |
Proposal 8 - Shareholder Proposal - Report on Activities in Conflict-Affected Areas
The proposal requesting that the Company report on business activities in conflict-affected and high-risk areas was not approved based on the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 51,666,560 | 307,250,497 | 5,395,160 | 77,106,982 |
Proposal 9 - Shareholder Proposal - Civil Rights, Non-Discrimination and Return to Merits Audit
The proposal requesting that the Board of Directors commission an audit analyzing the impacts of the Company’s Diversity, Equity & Inclusion policies was not approved based on the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 6,236,964 | 353,646,222 | 4,429,032 | 77,106,982 |
Item 7.01 Regulation FD Disclosure
On June 14, 2023, the Board of Directors declared a quarterly cash dividend of one dollar and thirty cents ($1.30) per share of Company common stock, payable on August 18, 2023 to shareholders of record at the close of business on July 20, 2023. The per share dividend of $1.30 is an increase of ten cents from the previous quarterly dividend of $1.20 per share. On the same date, the Company issued a press release announcing the dividend increase. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K, including Exhibit 99.1 is being furnished in accordance with the provisions of General Instructions B.2 of Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CATERPILLAR INC. |
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| June 20, 2023 | By: | /s/ Suzette M. Long |
| | | Suzette M. Long
Chief Legal Officer and General Counsel |
